Exhibit
10.19


 


LOTTERY.COM


2021 INCENTIVE PLAN 


 


RESTRICTED
STOCK UNIT AWARD GRANT NOTICE


 


Lottery.com, a Delaware corporation
(the “Company”), pursuant to its 2021 Incentive Plan, as amended from time to time (the “Plan”),
hereby grants to the holder listed below (the “Participant”), an award of restricted stock units (“Restricted
Stock Units” or “RSUs”). Each vested Restricted Stock Unit represents the right to receive, in
accordance with the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”),
one share of Common Stock (“Share”). This award of Restricted Stock Units is subject to all of the terms and
conditions set forth herein and in the Agreement and the Plan, each of which are incorporated herein by reference. Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Unit Award Grant Notice (the “Grant
Notice”) and the Agreement.


 


	Participant:	[__________________________]
	Grant Date:	[__________________________]
	Total Number of RSUs:	[_____________]
	Vesting Commencement Date:	[_____________]
	Vesting Schedule:	[_____________] 
	Termination:	If the Participant experiences a termination of employment or service with the Company or its Subsidiaries, all RSUs that have not become vested on or prior to the date of such termination of employment or service will thereupon be automatically forfeited by the Participant without payment of any consideration therefor. 


 


By his or her signature and
the Company’s signature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this
Grant Notice. The Participant has reviewed the Plan, the Agreement and this Grant Notice in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, the Agreement and
this Grant Notice. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator
upon any questions arising under the Plan, the Agreement or this Grant Notice. In addition, by signing below, the Participant also agrees
that the Company, in its sole discretion, may satisfy any withholding obligations in accordance with Section 2.6 of the Agreement and
the Plan by (i) withholding Shares otherwise issuable to the Participant upon vesting of the RSUs, (ii) instructing a broker on the Participant’s
behalf to sell Shares otherwise issuable to the Participant upon vesting of the RSUs and submit the proceeds of such sale to the Company,
or (iii) using any other method permitted by Section 2.6(b) of the Agreement or the Plan.


 


	Lottery.COM:  	 	PARTICIPANT:
	 	 	 
	By:	   	 	By:	     
	Print Name: 	 	 	Print Name: 	 
	Title:	 	 	 	 
	Address: 	 	 	Address: 	 



 



     


     


    

 


EXHIBIT A


TO RESTRICTED STOCK UNIT AWARD
GRANT NOTICE


 


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


Pursuant to the Restricted Stock
Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Unit Award Agreement (this “Agreement”)
is attached, Lottery.com, a Delaware corporation (the “Company”), has granted to the Participant the number
of restricted stock units (“Restricted Stock Units” or “RSUs”) set forth in the Grant
Notice under the Company’s 2021 Incentive Plan, as amended from time to time (the “Plan”). Each Restricted
Stock Unit represents the right to receive one share of Common Stock (a “Share”) upon vesting.


 


ARTICLE
I.


 


GENERAL


 


1.1
Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant
Notice.


 


1.2
Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions of the Plan, which are incorporated herein
by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.


 


ARTICLE
II.


 


GRANT OF RESTRICTED STOCK UNITS


 


2.1
Grant of RSUs. Pursuant to the Grant Notice and upon the terms and conditions set forth in the Plan and this Agreement,
effective as of the Grant Date set forth in the Grant Notice, the Company hereby grants to the Participant an award of RSUs under the
Plan in consideration of the Participant’s past or continued employment with or service to the Company or any Subsidiaries and for
other good and valuable consideration.


 


2.2
Unsecured Obligation to RSUs. Unless and until the RSUs have vested in the manner set forth in Article 2 hereof, the Participant
will have no right to receive Shares under any such RSUs. Prior to actual payment of any vested RSUs, such RSUs will represent an unsecured
obligation of the Company, payable (if at all) only from the general assets of the Company.


 


2.3
Vesting Schedule. Subject to Section 2.5 hereof, the RSUs shall vest and become nonforfeitable with respect to the applicable
portion thereof according to the vesting schedule set forth in the Grant Notice (rounding down to the nearest whole Share).


 


2.4
Consideration to the Company. In consideration of the grant of the award of RSUs pursuant hereto, the Participant agrees
to render faithful and efficient services to the Company or any Subsidiary.


 


2.5
Forfeiture, Termination and Cancellation upon Termination of Service. Notwithstanding any contrary provision of this Agreement
or the Plan, upon the Participant’s termination of employment or service with the Company or its Subsidiaries for any or no reason,
all Restricted Stock Units which have not vested prior to or in connection with such termination of employment or service shall thereupon
automatically be forfeited, terminated and cancelled as of the applicable termination date without payment of any consideration by the
Company, and the Participant, or the Participant’s beneficiary or personal representative, as the case may be, shall have no further
rights hereunder with respect to such forfeited RSUs. No portion of the RSUs which has not become vested as of the date on which the Participant
incurs a termination of employment or service with the Company or its Subsidiaries shall thereafter become vested, except as may otherwise
be provided by the Administrator or as set forth in a written agreement between the Company and the Participant.


 






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2.6
Issuance of Shares upon Vesting.


 


(a)
As soon as administratively practicable following the vesting of any Restricted Stock Units pursuant to Section 2.3 hereof, but
in no event later than 30 days after such vesting date (for the avoidance of doubt, this deadline is intended to comply with the “short
term deferral” exemption from Section 409A of the Code), the Company shall deliver to the Participant (or any transferee permitted
under Section 3.2 hereof) a number of Shares equal to the number of RSUs subject to this Award that vest on the applicable vesting date.
Notwithstanding the foregoing, in the event Shares cannot be issued pursuant to Section 9(d) of the Plan, the Shares shall be issued pursuant
to the preceding sentence as soon as administratively practicable after the Administrator determines that Shares can again be issued in
accordance with such Section.


 


(b)
As set forth in Section 14(c) of the Plan, the Company shall have the authority and the right to deduct or withhold, or to require
the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state and local taxes required by law
to be withheld with respect to any taxable event arising in connection with the Restricted Stock Units. The Company shall not be obligated
to deliver any Shares to the Participant or the Participant’s legal representative unless and until the Participant or the Participant’s
legal representative shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the
taxable income of the Participant resulting from the grant or vesting of the Restricted Stock Units or the issuance of Shares.


 


(c)
Without prejudice to the provisions of Section 14(c) of the Plan, Participant acknowledges that, regardless of any action taken
by the Company or, if different, the Employer, the ultimate liability for all income tax, social security and other tax-related items
related to Participant’s participation in the Plan and the RSUs and legally applicable to Participant or deemed by the Company, the Board
or the Employer in its discretion to be an appropriate charge to Participant even if legally applicable to the Company, Board or the Employer
(to the extent lawful) (collectively, “Tax-Related Items”) is and remains Participant’s responsibility and may exceed the
amount (if any) withheld by the Company, the Board or the Employer, and Participant hereby covenants to pay any such Tax-Related Items,
as and when requested by the Employer, the Company, the Board, any Affiliate or any tax authority. Participant further acknowledges that
(i) neither the Company, the Board nor the Employer make any representation or undertaking regarding the treatment of any Tax-Related
Items in connection with any aspect of the RSUs including, without limitation, the grant or vesting of the RSUs or the subsequent sale/disposal
of the RSUs; and (ii) the Company, the Board and the Employer do not commit to and are under no obligation to structure the RSUs to reduce
or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to
Tax-Related Items in more than one jurisdiction between the date on which the RSUs are granted and the date of any relevant taxable or
tax withholding event, as applicable, Participant acknowledges that the Company, the Board or the Employer (or former employer, as applicable)
may be required to withhold or account for Tax-Related Items in more than one jurisdiction.


 


2.7
Conditions to Delivery of Shares. The Shares deliverable hereunder may be either previously authorized but unissued Shares,
treasury Shares or issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The
Company shall not be required to issue Shares deliverable hereunder prior to fulfillment of the conditions set forth in Section 9(d) of
the Plan.


 






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2.8
Rights as Stockholder. The holder of the RSUs shall not be, nor have any of the rights or privileges of, a stockholder of
the Company, including, without limitation, voting rights and rights to dividends, in respect of the RSUs and any Shares underlying the
RSUs and deliverable hereunder unless and until such Shares shall have been issued by the Company and held of record by such holder (as
evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall
be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section
12 of the Plan.


 


ARTICLE
III.


 


OTHER PROVISIONS


 


3.1
Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules
for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such
rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding
upon the Participant, the Company and all other interested persons. No member of the Administrator or the Board shall be personally liable
for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the RSUs.


 


3.2
Transferability. The RSUs shall be subject to the restrictions on transferability set forth in Section 14(b) of the Plan.


 


3.3
Tax Consultation. The Participant understands that the Participant may suffer adverse tax consequences in connection with
the RSUs granted pursuant to this Agreement (and the Shares issuable with respect thereto). The Participant represents that the Participant
has consulted with any tax consultants the Participant deems advisable in connection with the RSUs and the issuance of Shares with respect
thereto and that the Participant is not relying on the Company for any tax advice.


 


3.4
Binding Agreement. Subject to the limitation on the transferability of the RSUs contained herein, this Agreement will be
binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.


 


3.5
Adjustments Upon Specified Events. The Administrator may accelerate the vesting of the RSUs in such circumstances as it,
in its sole discretion, may determine. The Participant acknowledges that the RSUs are subject to adjustment, modification and termination
in certain events as provided in this Agreement and Section 12 of the Plan.


 


3.6
Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care
of the Secretary of the Company at the Company’s principal office, and any notice to be given to the Participant shall be addressed
to the Participant at the Participant’s last address reflected on the Company’s records. By a notice given pursuant to this
Section 3.6, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed
duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post
office or branch post office regularly maintained by the United States Postal Service.


 






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3.7
Participant’s Representations. If the Shares issuable hereunder have not been registered under the Securities Act
or any applicable state laws on an effective registration statement at the time of such issuance, the Participant shall, if required by
the Company, concurrently with such issuance, make such written representations as are deemed necessary or appropriate by the Company
or its counsel.


 


3.8
Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction
of this Agreement.


 


3.9
Governing Law. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement
and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.


 


3.10
Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to
the extent necessary with all provisions of the Securities Act and the Exchange Act and any other Applicable Law. Notwithstanding anything
herein to the contrary, the Plan shall be administered, and the RSUs are granted, only in such a manner as to conform to Applicable Law.
To the extent permitted by Applicable Law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such
Applicable Law.


 


3.11
Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended
or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however,
that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely
affect the RSUs in any material way without the prior written consent of the Participant.


 


3.12
Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and
this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein
set forth in Section 3.2 hereof, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators,
successors and assigns.


 


3.13
Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if the
Participant is subject to Section 16 of the Exchange Act, then the Plan, the RSUs and this Agreement shall be subject to any additional
limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of
the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, this Agreement
shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.


 


3.14
Employment.


 


(a)
This Agreement does not confer upon the Participant any right to be retained in the employ or service of the Company or any Affiliate
shall not interfere with the ability of the Participant’s employer from time to time (the “Employer”) to terminate
the Participant’s service at any time, with or without cause, subject to Applicable Law.


 






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(b)
The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or
terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement. The grant of the RSUs is voluntary and
occasional and does not create any contractual or other right to receive future grants of Awards, or benefits in lieu of Awards, even
if Awards have been granted repeatedly in the past. All decisions with respect to future grants of Awards, if any, will be at the sole
discretion of the Company. The RSUs are extraordinary items that do not constitute compensation of any kind for service of any kind rendered
to the Company or Affiliate, and which are outside the scope of your employment contract, if any and are not part of normal or expected
compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy,
end-of-service payments, bonuses, long-service options, pension or retirement benefits or similar payments.


 


3.15
Entire Agreement. The Plan, the Grant Notice and this Agreement (including all Exhibits thereto, if any) constitute the
entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant
with respect to the subject matter hereof, provided that the RSUs shall be subject to any accelerated vesting provisions in any written
agreement between the Participant and the Company or a Company plan pursuant to which the Participant participates, in each case, in accordance
with the terms therein.


 


3.16
Section 409A. This Award is not intended to constitute “nonqualified deferred compensation” within the meaning
of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including
without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”).
However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines
that this Award (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion
(without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the
Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive
effect), or take any other actions, as the Administrator determines are necessary or appropriate for this Award either to be exempt from
the application of Section 409A or to comply with the requirements of Section 409A.


 


3.17
Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein
provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed
as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall have only the
rights of a general unsecured creditor of the Company and its Subsidiaries with respect to amounts credited and benefits payable, if any,
with respect to the RSUs, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to RSUs,
as and when payable hereunder.


 


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